Cheerilee's Foalish Lesson
by SPB
Summary: (Originally published on FiMFiction, rated Teen to be safe as it contains diapers, diaper useage, and age regression.) Cheerilee decides to turn herself into a foal, so her students will have hoofs on experience taking care of one. But are her students up to the task of caring for their foalified teacher for the day?


Cheerilee looked down at her desk and to the ominous, bubbling green potion that sat atop it. One sip, that was all it would take. One sip to turn her into a foal for the entire length of class today, and then hopefully turn her back when class was over and her students had left.

How the teacher wished there were another way to give her students some actual experience with foalcare. Alas, there were no foals she could borrow, and she doubted using one of her students as a test foal would go over well with the school board.

Cheerilee sighed and looked down at the instructions she had written for her students. They indicated what to do with her and how to (hopefully) change her back to normal mid class if necessary. A part of her wished the potion wouldn't take away her memories, so that when she regressed she'd be able to help guide her students if they got stuck.

As it was, the earth pony mare took one final glance up at the clock. It was ten o'clock sharp. The school bell would be ringing shortly to signal the start of another school day, and all of the colts and fillies in her foalcare class would be arriving at any moment. She couldn't wait any longer.

After making sure the un-regresser potion was store safely out of sight in her desk, behind a drawer that could only be opened with a special key, the mare took the bubbling green liquid into her hooves. Carefully, she unscrewed the top and took a sip as per the instructions of Princess Twilight. " _Here's to hoping Princess Twilight knew what she was doing with this potion._ " The teacher thought, downing the concoction. Its bitter taste made her want to gag and spit it onto the ground. But somehow she was able to force the foul tasting stuff down her throat and into her mouth.

Screwing the top back on and putting the potion into another drawer for safe keeping, all the mare could do now was wait for the liquid to work its way into her system and take effect. She'd already double checked to make sure all the foal supplies were in ready access range for her students, and she hoped that she would already be in her foalified state by the time they entered the classroom. The awkwardness of them seeing their teacher turn into a foal before their eyes, was something Cheerilee wanted to avoid.

Fortunately her wish was granted. A strange glow surrounded the earth pony, who started to feel all "tingly" for lack of a better word. As her eyes started to squeeze shut and her mind went black, the mare with a cutie mark of three smiling sun flowers (which the potion could not take away) was flashing back to her decision to go through with this. And it had all started at the end of class the day before.

* * *

It was just before dismissal time, the school bell had yet to ring. Cheerilee decided that she wanted to take advantage of the few minutes worth of time she had left to make an important announcement. Tapping a ruler against her desk to command attention, she cleared her throat and spoke to the class. "Tomorrow we will begin our lessons on foalcare, and we'll start with the basics," She informed her students. "Things like how to change a diaper, the proper way to prepare a bottle of milk, and most importantly how to put a foal down for a nap."

The students all exchanged varying looks of excitement and nervousness.

Cheerilee went on. "Now for the past few years, I've had special dolls imported from Canterlot for the duration of the classes."

Everypony cheered in delight!

"Unfortunately," Cheerilee let out a long sigh. "Due to budget cuts, the school board has decided that the dolls are too expensive. They've informed me that we're to make do with the old flour sack dummies, and you're to care for them for a week. After which, your progress is evaluated and your final grade for the lessons is given."

One by one everypony in the classroom let out a collective groan.

"Can't we just skip the foalcare lesson all together?" Diamond Tiara suggested. "Some of us already know what foals need."

"Not everypony's lucky enough to have younger cousins stop by for a visit." Sweetie Belle protested.

"Or be hired to foalsit," Scootaloo went on, before turning back to Cheerilee. "So, what are we gonna do, Miss. Cheerilee? We're not seriously gonna use those dumb flour sacks, are we? Those things are silly."

"I'm currently working on a solution but nothing has been finalized yet," Cheerilee replied. "Hopefully though, by the time you all come to class tomorrow, I'll have an actual foal ready for you to practice with. After all, real foals are a lot different from the pretend foals those flour sacks make. Foals take a lot of responsibility, and they don't operate on your clock or your time."

"Big deal," Snips boasted. "Foals are easy. All you gotta do is play with 'em, change their diapers, and then feed 'em or put 'em to sleep as needed. I could do that in my sleep."

Cheerilee tried not to giggle. "I guess you'll just have to see for yourselves," She told her students, before the school bell rang. "Okay, everypony. Make sure you get plenty of rest tonight, you'll need to be alert and ready for tomorrow."

* * *

As soon as the last of her students had departed the classroom and Cheerilee certain the coast was clear, she left the school house. Of course, she made sure to turn off the lights and clean off the chalkboard first. No need to give Spoiled Rich an "excuse" to haul her in and yak the poor mare's ear off about not performing her duties.

Instead of going home and preparing the next day's lesson plan however, the mare with a coat of purplish-pink trotted down the road to Sugarcube Corner. She needed a suitable real life foal to borrow for class, and there was only one place in Ponyville that she knew of where a foal was readily available on short notice. Two foals in fact.

She strolled into the building and straight up to the counter. As luck would have it, the twins Pound and Pumpkin Cake were sitting on the counter, playing with their toys. They briefly stopped to look up at Cheerilee and waved to her, before they resumed playing. They'd seen her a few times, but thought nothing of the school teacher. She never foalsat them or played with them, the most she ever did was coo at them and lots of ponies did that.

Fortunately, Mrs. Cake was in a more talkative mood. "Hello, Cheerilee. Lovely day, isn't it?"

Cheerilee nodded. "Indeed it is, but I've got a bit of a problem and I was hoping you could help me."

"Oh no, is it your birthday already?" Mrs. Cake frowned. "I had a feeling I was forgetting something."

Cheerilee shook her head, making sure her grayish-green eyes stayed focused on Mrs. Cake and her twins. "My birthday's not for several weeks still, and I know Pinkie Pie wouldn't let you forget it," She told Mrs. Cake. "Tomorrow is my first foalcare class of the school year, but because of budget cuts because Spo... er 'you know who' still holds sway with the bit purse, I can no longer afford the special dolls from Canterlot. My students need hoofs on experience though, and they can't get that with the flour sack dummies the school board suggested."

Mrs. Cake didn't have to be a genius to figure out what Cheerilee's line of conversation was leading to. "You want to borrow Pound or Pumpkin Cake?" She concluded. "Do your students even know what sets colts and fillies apart?"

"That's why I wanted to use Pumpkin Cake," Cheerilee replied to Mrs. Cake. "I know she doesn't usually do things without her brother, and she's a bit older than your typical foal, but she's the only one I can think of I can safely borrow on such short notice."

Mrs. Cake sighed as she reluctantly told Cheerilee. "Normally I'd be all for it, but Pumpkin Cake's never been around so many unfamiliar faces before. Plus, tomorrow she's due for her annual check-up, and I very well can't reschedule that last minute."

Cheerilee did her best to keep a straight face as the bad news was broken to her. "I... see," She said with a sigh and turned to leave. "Well thanks anyway, Mrs. Cake. I suppose it was silly of me not to make arrangements in advance." Then after waving goodbye to Pound and Pumpkin Cake, she left Sugarcube Corner.

* * *

" _Okay, Cheerilee, stay calm. You can think of a way out of this._ " The pinkish-purple coated mare mentally reassured herself, as she trotted through town while trying to think of what she could do now.

The teacher briefly considered asking Princess Twilight to write Princess Cadence about borrowing Flurry Heart, but she quickly decided against it. " _Flurry Heart is anything_ _ **but**_ _your typical foal. And the most magically capable pony in my class is Sweetie Belle. I could even get Flurry Heart, she'd be a disaster waiting to happen._ "

Unfortunately, there weren't any other foals Cheerilee could think of that she knew the parents of (or knew ponies who knew the parents). Cancelling the class wasn't an option either though, her students needed to learn about foalcare sooner or later.

So then, what could she do? There had to be a way to obtain an actual foal to serve as a model for the class to work with, one that would do everything an actual foal would do. " _Maybe I could make one of my students be the foal and have the rest of the class take care of them?_ " She mentally pondered, only to quickly shake her head. " _Nopony would volunteer, and the unlucky student who got stuck with it would surely complain to their parents. No way am I gonna be able to explain_ _ **that**_ _to the school board._ "

And so it was that, seeing no other option, Cheerilee came to a most unusual conclusion. If there were no foals she could borrow and no way to force one of her students to be a foal, she'd just have to step up and take on the roll herself. But having her students care for a big foal, especially if said foal was their teacher, would be incredibly awkward. But that problem was easily rectified when Cheerilee decided. " _I'm sure Princess Twilight will know of a way to change me into a foal. I promised my students they wouldn't have to deal with flour sack dummies, and it's a promise I intend to keep._ "

Trotting to the castle, the earth pony mare soon managed to get an audience with the young princess and explained her request as best she could.

Twilight took the news surprisingly well. "Cheerilee, are you absolutely sure that's a good idea? Age spells are some of the most advanced magic known to pony kind," The alicorn nervously commented, pacing back and forth in the throne room. "Even if I _could_ whip something up on short notice, I can't guarantee you'd be able to turn back. You could end up stuck as a foal for far longer than you intended, maybe forever."

"But you're an alicorn now, and there's nopony who knows magic better than you," Cheerilee praised the princess. "It doesn't have to be anything significant or heavy duty. It doesn't even have to last a whole day, even half a day of being a foal would be satisfactory."

The princess paused, putting a hoof to her chin to indicate she was deep in thought. "I'm still not sure this is a good idea, Cheerilee. What if we got somepony else to be the volunteer for this? Somepony who, if we can't change them back right away, at least it won't something super important like your teaching job. I mean, without you, who's gonna teach all those colts and fillies? Heck, how do you plan to evaluate their progress if you're not gonna be able to have any memories of them caring for you?"

"Well, you did alright with Flurry Heart from what I hear. And Pinkie tells me the Cake Twins took a real shine to you when you helped her foalsit them," Cheerilee suggested. "And don't think I've forgotten about your 'Twilight Time' sessions you used to hold at the Golden Oak Library. I'm sure I can trust you to check up on my students periodically and help them out if needed."

"And if you end up stuck as a foal?" Twilight nervously asked.

Cheerilee smiled. "I'm sure _you_ could easily step in if that happens. You have friends, an assistant, and a student who could all take over some of your responsibilities in that case," She then added. "Please, princess, I'm begging you. This isn't for me, this is for all the colts and fillies in my classroom. It's the only way I can think of to give them some actual experience taking care of an actual foal. If there was another way, I'd go for it in a heartbeat. As it is, I've exhausted all other options."

Twilight hesitated for several minutes still. This was a very big risk Cheerilee was asking her to take, and the consequences could be extremely severe if she was off even the slightest in her calculations.

"I... need some to think about this, Cheerilee. You'll know by the time you come to school tomorrow what my decision is." Twilight told the teacher at last.

The mare with a cutie mark of three smiling flowers sighed, but still respected the princess' decision. "Very well, Twilight. If that is what you wish."

* * *

Cheerilee went to bed that night with more concern than usual. Two possibilities awaited her when she woke up the next morning and went to the school house. Either Twilight would have decided to honor her request and made a potion to regress her, or Twilight had decided against such a thing and Cheerilee would have no choice but to assign her students the flour sack dummies.

If there was ever a time for a third option to present itself, it was now. But no such option came, and the pinkish-purple mare drifted off to sleep uncertain of what tomorrow would bring.

Her entire mind seemed to be on auto-pilot the next morning. At this point she was fully expecting Princess Twilight to have said no, meaning she would have to prepare her students for the disappointing news that they were stuck with flour sacks for the foalcare assignment.

Imagine the surprise of the teacher when she entered the classroom to see a huge vial of some kind of bubbling green liquid, a similar sized vial containing a bubbling _red_ liquid, and a note between the two which read:

 _Dear Cheerilee,_

 _I thought about it a lot. I'm still not entirely convinced this is the best idea, but with the help of some 'encouragement' from Starlight I decided to go ahead and give it a shot anyway. Unfortunately, I didn't have time to test either potion._

 _But in theory at least, the green colored one should turn you into a one year foal, maybe a bit younger. You'll have no memories at all, because your mind will regress to that state as well. It'll be like you went to sleep._

 _The red colored one should turn you back to normal almost instantly, but the green one should wear off by tonight, hopefully sooner than that._

 _Drink only a sip from either vial, otherwise the risk of complications or you being stuck as a foal will increase greatly. And make sure your students know that too._

 _I'll stop by today as often as I can to check on things, but you'll mostly be in the care of your students. Which I assume is what you want._

 _I'd recommend storing both potions away after you drink the green one, that way they won't spill, get knocked over, or accidentally be drunk by somepony._

 _If the green potion turns out to be a dud, however, I'm sorry. I wish I could be of more help._

 _Hope for the best,_

 _Twilight Sparkle_

Cheerilee was thrilled with this news, but a part of her was a little worried. How much trust was she willing to place in her students by doing this? What if they weren't ready?

The earth pony mare shook her head. The time for hesitation was over. She'd come this far, she might as well see it through to the end. And so, after writing down some instructions for her students on how to take care of her while she was a foal, she took a sip of the green potion. Then her regression began just moments later, and her eyes squeezed shut. Whatever happened next was out of her control.

* * *

The school bell rang, and a new day of class was ready to begin. All the colts and fillies of Cheerilee's class filed in, ready to begin their foalcare lesson. Hopefully their teacher had kept their word, and had gotten something besides the plain old flour sack dummies for them to practice on.

But as the students made their way to their desks, they noticed that their teacher didn't seem to be at _her_ desk. In fact, there seemed to be no sign of Miss. Cheerilee anywhere. But that could mean anything. She could just be running late to class, perhaps picking up whatever she was going to use in place of the flour sacks.

"Miss Cheerilee?" Sweetie Belle was the first to call out. There was no reply.

"Maybe she's sick?" Silver Spoon pondered. "I mean, it'd be unfortunate if she was, but I wasn't exactly looking forward to this class anyway. If I ever have foals, I'll just hire a nanny to take care of them, far less of a hasel."

"Perhaps class is cancelled for the day?" Snips suggested, hopefully.

Apple Bloom shook her head. "I don't think so, there'd have been a note or somethin' if that was the case. Somethin' else must be up."

Just then there came a high pitched wail! A wail so loud and powerful, it made all the colts and fillies in the classroom plug their ears!

"Where's that awful noise coming from?!" Diamond Tiara cried out above the commotion, hoping to be heard.

"I think it's coming from Miss. Cheerilee's desk! It sounds like a foal!" Sweetie Belle shouted back.

Reluctantly, the colts and fillies unplugged their ears and trotted over to the source of the disturbance. What they saw nearly made their eyes pop out!

Sitting atop the desk was a chubby earth pony foal with a pinkish-purple coat that looked very familiar. She sported a mostly straightforward mane and tail that was a pale, light-grayish rose in color and had even lighter light-grayish rose stripes, and grayish-green eyes. But most telling of all about this foal, it already had a cutie mark in the form of three flowers with smiling faces. And there was only _one_ pony in Equestria who looked like that.

"Miss Cheerilee?!" The colts and fillies all collectively gasped together!

The foalified teacher stopped crying, apparently recognizing her name. She babbled something incoherently and giggled, apparently delighting in all the attention she was getting from the "grown-ups".

Diamond Tiara then noticed the foal was sitting on top of something. The pink coated filly carefully snatched it up, while the rest of the class all cooed at their regressed teacher. Scanning the piece of paper now held in her hooves, Diamond nearly gasped before she called out! "Hey, everypony, listen to this! It's a letter from Miss. Cheerilee!" And this is what it said:

 _Hello my dear students,_

 _If you're reading this letter then that means by now I have officially been regressed to a one year old foal._

 _There's no need to panic, everything is under control. I intentionally regressed myself so that you could all have an actual foal to practice with. That means, for the rest of the school day, I'm going to be in your care._

 _You'll have to take care of me as if I were an actual foal. That includes diapering me, changing me when I make a mess,_ _feeding me, giving me bottles to drink, playing with me, putting me down for a nap, and most importantly keeping me out of trouble._

 _I won't retain any of my adult memories in my regressed state, and neither will I remember any of this when I turn back to normal. Not to worry though, I've made arrangements with Princess Twilight. She'll be stopping by periodically throughout the day to see how you're doing, and to assist you if needed. I've instructed her to tell me truthfully how things went once I'm back to normal, so don't think you can pull a fast one on me and get an easy grade._

 _If something happens and my help is needed as an adult, there's an un-regresser potion stored in my desk in the top right drawer. The key for it is on the coat rack near the front door, as it was the best place I could think to store it where in my regressed state, I wouldn't be tempted to play with it or accidentally eat it. That's also why I had to make sure to lock away the un-regresser potion, so that I wouldn't spill it._

 _The un-regresser potion is a bubbling red liquid stored in a vial, and if you need to give it to me, I am to take only a sip and nothing more. Hopefully, that will not be necessary, as I trust you will all know what to do and will be able to work together to take care of me like I was an actual foal of yours._

 _Hope it all goes well,_

 _Miss. Cheerilee_

"Whoa, our teacher is a foal now?!" Scootaloo exclaimed, as she scooped the chubby earth pony foal into her hooves. "That is so cool! She's super adorable now!"

"Yeah, even more adorable than the Cake Twins!" Sweetie Belle commented.

The purplish-pink coated foal just babbled and giggled, she was enjoying the attention she was getting so far.

"Well, what are we supposed to do with her? We've got an entire school day ahead of us." Snips pointed out.

"Duh, we've got to diaper her," Diamond pointed out. "All foals wear diapers."

Snails tried not to gag. "Does that mean we're gonna have to... you know?"

Tiara reluctantly sighed. "Probably at least once or twice, but we'll cross that bridge when we come to it. Now come on, we need to get Miss. Cheerilee diapered right away!" She then instructed. "Sweetie Belle, can you hold her with your magic?"

"I think I can." Sweetie nodded, and did just that.

"Good," Diamond smiled as she immediately took charge. "Silver Spoon, is there a package of diapers anywhere in the classroom?"

"Hang on, let me check the drawers!" Silver replied, and started to examine the drawers on her now foalified teacher's desk. This was something she knew she wouldn't normally be allowed to do, and hopefully Miss. Cheerilee wouldn't find out. "Aha, here we go! There a whole package of _Silly Filly_ diapers, along with a whole bunch of foal supplies!" She cried out, as she examined the third drawer on the left hoof side.

"Okay, take one of the diapers and get the diaper package and the rest of the foal supplies out while you're at it!" Diamond instructed to her silver coated friend. "Put the stuff we're not gonna use on the floor."

Silver did so, still firmly holding onto a diaper in her front left hoof.

"Sweetie Belle, set her down on the desk. I'll take care of the diapering process, I _am_ the most experienced after all," Tiara boasted. "The rest of you watch closely and keep Miss. Cheerilee occupied. Foals are always fussy."

And the pink coated filly was right, Cheerilee proved to be extremely fidgety the whole time. She flailed and kicked her tiny legs about in protest, fortunately she avoided hitting anypony.

"She won't hold still!" Tiara groaned in frustration. "Somepony get something to distract her! I don't care what it is, a toy, a pacifier, a magic trick, just make it quick!"

"I'm on it, I saw Pinkie do this with the twins one time!" Scootaloo shouted! She bent down and retrieved a brightly colored rattle, shaking it in front of the foalified teacher. "Hey Miss. Cheerilee, look what I've got!" She called, drawing the foal's attention.

That did the trick, Cheerilee was completely entranced by the shaking of the rattle, which gave Diamond the opportunity she needed to slip the diaper on and tape up the tabs so they were nice and secure. The pink coated filly breathed a sigh of relief, as she gave the diaper an inspectory pat to make sure it was on properly, it was.

* * *

"Okay, so now what do we do?" Snips wondered aloud. "Can't believe I'm saying this, but I wish Miss. Cheerilee still had her adult mind, so she could teach us other lessons. This is gonna be a long and boring day."

As if in response to that comment, Cheerilee babbled angrily and stuck out her tongue.

"Hey!" Snips protested.

Diamond was quick to scold. "Cheerilee, that was a very naughty thing to do. Now say you're sorry to Snips."

The foal managed to lisp out. "Sowwy."

Snips sighed and reluctantly accepted the apology. "It's okay, little one. I'm sure you didn't mean it."

"Still, what are we supposed to do with the little one?" Pipsqueak asked. "I mean, we can't very well take her out and about when she's like this. Ponies will notice."

"Pway, pway!" The chubby earth pony foal pleaded, kicking her back legs about as she squirmed in her diaper.

"That answer your question, Pip?" Tiara replied with a raised eyebrow.

Snips smiled. "Play time, is it? Oh, that'll be easy. She's gotta have plenty of foal toys. We'll just play with her all day and wear her out. Easiest A we'll ever earn!"

But Snips spoke much too soon. Despite all the toys at her disposal, Cheerilee seemed to most enjoy crawling around, alternatively poking at things with her hooves or playing with the manes of her students. She seemed to be full of unending energy.

"Hey, Sweetie Belle!" Scootaloo shouted at one point. "Can you pick Cheerilee up with her magic? I've got a really fun game we can play."

Sweetie obeyed, gently levitating the foal over to the orange coated pegasus. "Hey, Cheerilee. Guess what we're gonna play?" The pegasus called. Cheerilee just babbled something incoherently. "Tickle monster!" Scootaloo playfully shouted, as she used one of her wings to tickle the pinkish-purple coated foal's exposed tummy, prompting a series of delightful giggles as said foal kicked her legs about.

All of a sudden, a loud "hiss" interrupted the foal's laughter. And it soon became clear what the hiss meant. In a matter of seconds, the foal's diaper grew considerably damp. "Oopsie." She blushed.

"And it figures, I just diapered you not even half an hour ago, soggy pants," Diamond groaned, retrieving a fresh diaper. "Come on, Scootaloo, we'd better get her changed."

"What?! Why me?!" Scootaloo protested.

Tiara just shook her head. "Your tickling is what made her wet herself, and I can't be the only one changing her every time she has an accident. Don't worry, I'll walk you through it."

* * *

With a little help from Silver Spoon (who kept the foal occupied with funny faces), the diaper changing was completed in record time, the old diaper discarded into the trash as Scootaloo washed her hooves.

Cheerilee, for her part, seemed to enjoy bouncing up and down on her new diaper and making clouds of foal powder spill out as a result, making her sneeze.

"That's what happens when you put too much foal powder on," Diamond commented to Scootaloo. "Next time don't overdo it so much, less is more."

"I just didn't want her to get a diaper rash. I'm pretty sure that would count against my final grade for this." Scootaloo protested.

Just then, there was a knock on the classroom door. All the students flinched! They hoped it was just Princess Twilight, because otherwise they were at a loss as to how they were going to explain this to anypony.

"Hello, is anypony there?" The familiar voice of Princess Twilight called from the other side of the door.

All the students breathed a sigh of relief, and Apple Bloom unlocked the door, allowing Twilight to come trotting in. "Hello, everypony, just checking in to see how things are going," She informed them. "I take it the regression potion worked as intended?"

"Yup, Cheerilee's a foal. And a really active one at that." Silver Spoon nodded.

Twilight smiled, as she the foal currently being bounced on Sweetie Belle's lap, babbling and cooing happily. "You seem to be doing okay with her so far. She hasn't given you any trouble, has she?" She inquired of the students.

One by one, all the students shook their heads and Tiara answered. "Nope, so far so good. We've even already changed her diaper, thankfully she only wet it instead of doing the other thing."

"Well, if you're sure you don't need any help, I'll be going," Twilight called and turned around and trotted to the door. "Give me a shout if something comes up, you know where to find me." And then the alicorn princess departed.

"Bye-bye." Cheerilee called, waving a tiny hoof. She'd grown attracted to the new "grown-up" in the brief amount of time she'd been in the classroom. If only she knew of a way to make that "grown-up" come back.

* * *

After that, the next hour and a half flew by for the colts and fillies. Many of whom began to grow attached to the little foal in their care. It was still weird to think that said foal was usually their teacher, but they felt better knowing that she wouldn't remember any of this, so it's not like she could hold it against them.

However, the next major "development" in foal care soon presented itself as the lunch hour approached. A loud rumble emerged from the chubby little earth pony's stomach. And any doubts anypony might have had as to what the rumble meant, were soon shattered when the foal babbled loudly. "Hungy!"

Fortunately, Cheerilee had thought ahead and obtained several jars worth of flavored foal food, complete with plastic spoons.

"Snips, Snails, you two haven't done much with Cheerilee yet. Why don't you two take charge of feeding her?" Diamond instructed.

"Aw, do we have to?!" Snips groaned.

Snails was a little bit more eager. "Come on, Snips, this'll be easy. At least we're not changing her diapers." He scooped up the nearest jar of flavored foal food "Mashed Peas" with his magic, while Snips reluctantly took the foal into his lap with his magic.

Snails unscrewed the lid of the jar, dipping a spoon into the mush as he presented it to the foal. "Here comes the choo-choo train! Open the tunnel, please!" He playfully cooed, slowly and carefully moving the spoon towards Cheerilee.

Cheerilee refused to cooperate. She made a face, stuck out her tongue, and then turned her head. "No, yucky!" She protested.

Undeterred, Snails moved the spoon closer. "Come on, open up, please!" He pleaded with the foal.

The pinkish-purple coated earth pony seemed to briefly consider Snails' offer, at least until the spoon was close enough for her to grab it. That was when she seized the plastic object and flung the offensive, green colored goop at the two that had foolishly tried to feed it to her!

Snips and Snails were covered in "Mashed Peas", and unfortunately for Snips some of it got into his mouth. The unicorn gagged and spat out the repulsive tasting stuff! "Yuck, I'll never get that horrible taste out of my mouth!" He exclaimed, as his fellow classmates (except for Snails) laughed at him. "How can they feed this stuff to foals?! It's disgusting!"

Meanwhile, Sweetie Belle used her magic to bring over an already opened jar of "Pureed Banana". "Try feeding Cheerilee this, it tastes much better," Everypony turned around to see that Sweetie's pristine white face was stained with traces of the yellow colored glop. "What, I couldn't help it. I figured somepony should taste test the flavors. I think I once heard the Cakes say that foals have sensitive taste buds."

* * *

Cheerilee had no trouble eating the "Pureed Banana" flavored foal food. But traces of the mush still ended up on her cheeks.

Once the foal had been fed, Diamond instinctively took the chubby little earth pony into her hooves and patted her back a couple of times. "Urp." The foal exclaimed a few seconds later.

Scootaloo giggled, that was something Cheerilee would never do in her normal state of mind. She couldn't resist commenting. "Nice one. But what do we say when we burp?"

"'Cuse me." Cheerilee managed to lisp out, prompting all her students to let out an aw at the adorable sight.

Just then, the sound of the clock tower in the center of town striking the hour, echoed through the classroom. The colts and fillies all counted the bongs in their heads. Twelve bongs exactly, that meant it was time for lunch.

After a quick visit from Twilight (who was relieved to see things were still going well), everypony in the classroom started to prepare for lunch recess. The students all rushed to retrieve lunch boxes and brown paper bags, today was too nice a day to stay cooped up inside the classroom.

But a dilemma soon presented itself, namely their still foalified teacher. They very well couldn't take her outside, even if she wouldn't leave the school yard. Somepony would surely notice, be a random pony passing by or even a member of the school board (Diamond in particular dreaded what would happen if her mother were to stumble upon Cheerilee in this state).

Fortunately, Apple Boom got an idea. "How 'bout we set her down for a nap? That way we can have lunch, and we won't have to worry 'bout her gettin' into trouble. Granny says she often had to set me down for two naps each day when I was a foal 'cause I was so rambunctious. Once around lunch, and once in the afternoon. I'll bet it'll work for Miss. Cheerilee too."

"But where's she gonna sleep?" Pipsqueak wondered. "She can't sleep on the desks, she might roll off them and get hurt. Plus, I don't think those wooden desks are very comfortable."

"I don't suppose, we could just set her down in a corner of the classroom somewhere?" Scootaloo suggested. "That way she'll be out of the way of prying eyes if anypony peaks in."

Diamond pondered the decision. "That... doesn't sound entirely bad. But we can't just make a foal sleep on the floor, we'd need some kind of soft surface, at least for her little head."

Just then, Silver Spoon cried out! "Hey, Diamond! You are never gonna believe what I just found! Miss. Cheerilee really thought of everything! She got a tiny pillow and blanket, and even a pacifier!" She proceeded to show off the objects. The blanket was extremely soft to the touch and was a baby blue in color, while the pacifier matched Cheerilee's coat almost perfectly.

And with those supplies, the students were able to work together to set up a small resting spot for their charge. Snips even helped pop the pacifier into Cheerilee's mouth, while Pipsqueak gently rocked her back and forth, singing a tune into her ear to help her nod off.

* * *

Unfortunately, not long after her students had departed for lunch (and turned off the classroom lights), Cheerilee woke up. She hadn't been very tired, she'd just needed a quick little nap to recharge. And now she was fully rested and ready to play.

But where had everypony gone? And why was everything so dark? The foal didn't like this at all.

Perhaps everypony was hiding? Yes, that had to be it. This was all a very well thought out game of hide and go seek, and apparently Cheerilee had been made the seeker.

Wandering around for a bit, the foal couldn't find anypony. They must've found some really good hiding places, too good in fact. Had they hid in places where they knew the foal couldn't find them? If so, that wasn't fair!

" _Okay, everypony, you can come out now. The game's over!_ " The chubby little earth pony thought to herself. She didn't dare say it out loud, because for some reason nopony could ever understand her. They just seemed to look at her like she was speaking an entirely different language, except for the few instances where they'd understand a single word like "Play" or "Yucky".

Well, wherever they were hiding, Cheerilee hoped the "grown-ups" were enjoying themselves. Because she most certainly wasn't. Wandering around in the dark was quite scary, especially when all she had for comfort was her trusty blankie.

Suddenly the little earth pony spotted something out of the corner of her eye. It was tall, and dark, and mysterious. She forgot all about being scared, this was a sight that was worth exploring in greater detail. She darted across the room towards it as fast as her little hooves would carry her, her diaper crinkling with every step she took. Forget hide and seek, if the "grown-ups" didn't want to be found, that was on them. This object warranted her undivided attention. Besides, maybe _it_ would play with her.

* * *

The students were enjoying their lunch recess, when all of a sudden there came a loud "Crash!" from inside the classroom! Horrified and fearing the worst, they all dropped what they were doing and rushed back inside, flicking on the classroom lights!

There was Cheerilee, unharmed and looking quite frightened. The reason for her fright was quite obvious, somehow she'd managed to muster up the strength to knock over a coat rack and topple it over. A small crack had formed near the base where it had split in two. Fortunately, that was the extent of the damage. But it was obvious that one could not simply pop the top back into the base and all would be good.

"Well this is just great!" Ruby Pinch sarcastically commented, glaring at Cheerilee. "Now what are we gonna do?!"

Cheerilee just looked up at her classmates with a horrified look as she was able to babble out. "Uh-oh."

Once again, Diamond quickly took charge of the situation, opting to scoop up the frightened foal. "There there, it was an accident. Nopony got hurt. But now you know for next time not to play with coat racks. Isn't that right, little missy?" She half cooed/half scolded. That seemed to more or less calm the frightened foal down.

"Okay, so that's one problem resolved. But what are we supposed to do about the coat rack? We can't just leave it like this. Can we?" Silver asked. "I mean, it wasn't our fault it fell over."

"But we _did_ leave our foal unattended in the classroom," Tiara pointed out. "If we'd just stayed in the classroom for lunch and kept an eye on her, this wouldn't have happened. I can't believe we made such an obvious mistake, every experienced foalsitter knows you don't take your eyes off a foal, not even for a minute. You so much as blink and they can get up to mischief."

"Not to worry!" Apple Bloom boldly declared. "I'm pretty sure I can fix this, it doesn't look too bad. Just needs a bit of reinforcement is all. But I'm gonna need to get my family's tool kit from the clubhouse."

"But that's all the way across town, you'll never get there and back on hoof." Dinky protested.

Apple Bloom winked, looking across to Scootaloo. "Which is why I'm not goin' on hoof. You think you can give me a ride, Scootaloo?"

Scootaloo flashed a huge grin at her fellow Crusader. "Are you kidding? When it comes to me and my scooter, I'm the fastest thing you ever did see! We'll be there and back faster than you can say 'Princess Celestia'!" She and Apple Bloom then rushed out the classroom door and around back to where Scootaloo parked her scooter every day. "Hold on tight, and keep your arms and legs inside the ride at all times!"

The farm filly clung to her pegasus friend for dear life, as they zoomed across town to retrieve the tool box! And then zoomed back to the school yard with it firmly in tow.

* * *

With a little bit of magical assistance, Apple Bloom was able to glue the two parts of the coat rack back into one. "Just need to keep Cheerilee away from this 'til the glue dries, and it'll be like it never even happened." The filly boasted, as she then rushed the tool kit outside so the foal wouldn't be tempted to touch any of the tools inside.

Silver Spoon breathed a sigh of relief. "Thank Celestia that mess is taken care of!" She exclaimed. But just then, an awful stench began to fill the air. And when everypony smelled it, they had to plug their noses! Some even rushed to open the windows to let fresh air in.

"Speaking of messes..." Scootaloo commented, looking at the foal responsible for the stink bomb.

Cheerilee giggled at the scrunched up faces her students were making, they were so hilarious.

"I'm gonna need some help to take care of this." Tiara commented, as she retrieved a set of gloves Cheerilee had been most fortunate to leave out with the foal supplies.

Scootaloo immediately grabbed the rattle from earlier. "I'll keep her distracted!" When Diamond glared at her she protested. "Don't look at me! I already changed her diaper once today, I'm not doing it again!"

Diamond groaned. "Fine, then I'll need somepony _else_ to step up."

One by one, all the colts and fillies threw up their hooves and shouted. "Not it!" The last one to shout it out, turned out to be Ruby Pinch, who groaned and kicked the floor with a hoof. "Thanks a lot! Some classmates you all turned out to be!" She complained.

"Sorry, but it was you or us. You just weren't fast enough," Featherweight commented. "Besides, you haven't done much with Miss. Cheerilee all day."

Tiara quickly broke up the potential argument. "Alright, alright! That's enough! Let's just focus on getting Miss. Cheerilee into a clean diaper!" She insisted. "The sooner we do that, the sooner this horrible smell will leave us!"

* * *

With some coaching from the pink coated filly, the diaper change was completed in record time and everypony was very relieved.

"What are we supposed to do with the dirty diaper? Should we throw it in the trash?" Ruby Pinch inquired, holding the offensive disposable away from her with her magic.

Silver shook her head. "No, that'll be a dead giveaway to everypony! Just throw it out the window, we'll fertilize the soil!"

Ruby did as instructed, and then for good measure closed all the windows. The rest of the students finally unplugged their noses and breathed in much needed helpings of fresh air.

And just in time too, for at that very moment Twilight came trotting back into the classroom. "Hey, everypony. Just checking in on your progress. Everything still going okay?"

"Well actually..." Apple Bloom began, only to be ribbed by Sweetie Belle and Scootaloo. A fact that did not go unnoticed by Twilight, but she decided to say nothing.

"...Everything's fine, just fine! No problems at all!" Pipsqueak quickly answered. "We just got done changing her diaper again."

Twilight smiled. "And I can see you did a great job. You even remembered not to go overboard on the powder this time. Cheerilee will be glad to hear about that when this is all over," She then proceeded to ask. "Is there anything you need my help with? Anything at all?"

The colts and fillies all shook their heads. "Everything's just peachy, we can manage from here." Silver Spoon insisted with a smile, and the rest of the students did the same.

"You're absolutely sure about?" Twilight inquired, in a tone of voice that made it seem like she didn't fully believe the students.

Still maintaining their smiles, the colts and fillies said nothing and just nodded.

"Okay then. If you're absolutely sure, I'll be on my way. See you all again in a little while." Twilight called. And then departed without fanfare, prompting the students to all let out a collective sigh of relief.

* * *

After that, the rest of the school day passed by in a flash. Slowly but surely, even the most reluctant of Cheerilee's students were willing to play with their foalified teacher. When she wasn't causing messes, the foal was actually quite adorable.

Just as Pipsqueak was playing a game of "Got your nose", Diamond was busy with a foal bottle and some formula. Since there wasn't a microwave around, the pink coated filly had to make do with a bucket of boiling water (though she first tested it to make sure it wasn't hot enough to melt the glass).

"Give her to me, Pip. I've got just the thing to put her to sleep." Tiara called.

Pip hoofed the pinkish-purple coated foal to Diamond, who cooed and smiled at the chubby little earth pony. "Hey, Miss. Cheerilee, guess what I have?"

"Baba!" Cheerilee happily babbled, holding out her hooves.

Tiara smiled again. "That's right, baba! Go ahead, drink it all up!" She encouraged and the foal did so without hesitation, delighting in the sweet taste of milk that trickled down her throat, as the bottle was slowly drained. And after the bottle was completely drained, she was picked up and burped.

The milk worked like a charm, in a matter of minutes the little earth pony's eyelids drooped and finally closed shut. As she was laid down in the same little corner she'd been settled into before, her students couldn't help but aw again. She looked so peaceful in her sleep, almost like a little angel.

Soon, the foalified teacher was fast asleep. And just in time, the school bell rang to signal the end of another school day. Goodness, how the time flew when taking care of a little one.

But as the students prepared to leave, one small dilemma still presented itself to them. Namely, who was gonna have to stay behind and look after Cheerilee until she (hopefully) returned to her normal adult self? After what had happened during lunch, the colts and fillies weren't about to risk leaving her unattended again.

Just as it seemed they would have to play the "Not it" game again, Diamond offered. "I'll stay and keep an eye on our little explorer. The rest of you can go."

"Di, are you sure that's a good-" Silver Spoon began.

"-I said 'The rest of you can go'!" Tiara interrupted, a bit more loudly. "Go on, get out of here."

After exchanging various glances of concern, the rest of the colts and fillies reluctantly did so. Of course, Silver suspected her friend had another reason for wanting to stay behind at school with a foal. " _It gives her an excuse not to go home and be heckled by her mother for not acting like a proper rich pony._ " She thought, but she told no one about her hunch.

* * *

Tiara sighed as she sat at her usual desk, watching Cheerilee as the foal's tiny chest bobbed up and down with every snore. The foal looking quite content as she suckled on her pacifier.

"Anytime you wanna turn back is fine by me," The pink coated filly whispered to the foal. "But if you wanna stay this way for the rest of the day, I don't mind it. I don't really have anything better to do anyway."

But just then, Twilight came trotting back in once again, soon taking notice of the fact that the classroom lights were turned off. When she spotted the little Cheerilee sleeping in the corner near the back of the classroom, a faint "Aw" escaped the princess' lips. "How was she?" She asked, turning to Diamond.

"A sweet little angel. Everypony really enjoyed spending time with her," Diamond reported. "We had to change her diaper one more time, but otherwise everything went smoothly. I gave her a bottle just before the school day ended, figured she'd be out for a long time but didn't wanna take any chances in case she woke up."

Twilight smiled, trying not to let her liquid pride be seen. She then approached the pink coated filly and lightly told her. "You go ahead and get out of here. Go enjoy the rest of the day."

"But princess-" Tiara began.

Twilight put a wing to the filly to motion for her to be quiet. "You'll wake up the little one. Go on, go have fun. I'll watch her until she's back to normal. Okay?"

Realizing it was no use arguing with the princess, the pink coated filly rose from her desk. "Okay." And then she reluctantly left the classroom, leaving Twilight alone with the regressed teacher.

Twilight smiled again, watching Cheerilee snore happily away while suckling on her pacifier. She really hated having to disturb such a peaceful slumber. But there was no telling how long it might be until the potion wore off, it might not be for several hours still. And the colts and fillies of Cheerilee's class needed their teacher back so as to have a lesson plan for the next day. Sure, they'd managed on their own for a day, but that had been intentional.

Trotting over to the teacher's desk, Twilight soon noticed Cheerilee's letter and read it to herself. Then she retrieved the key, and unlocked the drawer containing the un-regresser potion which was still a bubbling red. " _Okay, Cheerilee, fun's over,_ " Twilight thought to herself, as she set the potion on the desk. " _Hopefully this will turn you back to normal. Because if not, who knows if the regresser potion will wear off like it's supposed to?_ "

But at that very moment, a brilliant green glow caught the young princess' eye. Could it be?

Turning around, the alicorn nearly gasped at what she saw! The brilliant green glow surrounded the foalified Cheerilee, and in the blink of an eye she returned to normal, spitting out the pacifier (which was now too small for her mouth) as the diaper she'd been wearing was reduced to shredded pieces of fabric.

The school teacher yawned, shaking the mental cobwebs from her mind. When she saw only Princess Twilight in the un-lighted classroom, she all but rushed over and gave the alicorn a big hug! "It worked! You're a genius, Princess Twilight!"

Princess Twilight tried not to blush. "Well, it was a long shot, Cheerilee. But it looks like it payed off. What's the last thing you remember before you woke up here?"

"I remember drinking the potion, there being a strange glow, and my body starting to feel all tingly," Cheerilee recalled. It seemed like it had been only recent, but she knew that couldn't be the case. "After that, my eyes slammed shut and the next thing I knew I woke up here," She proceeded to ask. "So, how did my students do? Don't hold back, tell me everything."

Twilight smiled as she informed the teacher. "They seemed to have everything under control every time I checked. The only mistake I was aware of, the first time they changed your diaper they put too much foal powder on you. Other than that, all went well."

Now it was Cheerilee's turn to smile. Her students had performed even better than she had expected them to. But there was only one way to be sure. "Do you think I could turn into a foal again tomorrow, and maybe the day after that?" She suggested to the princess. "That way I'll know for sure this wasn't a fluke. Besides, I bought all these foal supplies and it seems like such a shame to waste them."

But the princess of friendship firmly shook her head. "Out of the question, Cheerilee! I was taking a big risk regressing you the first time around! We still don't know for sure the un-regresser potion will work! What if you can't turn back right away, or the un-regresser potion somehow leaves you stuck as a foal for good?! I can't risk it!"

Cheerilee just sighed. "Oh well, so much for that plan."


End file.
